Common use of Benefit Plan Investors Clause in Contracts

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limitedplc, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates Affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limitedplc, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliatesAffiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in in, and subject to ERISAthe fiduciary responsibility provisions of, ERISA or of a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plancollectively, a “Plan”), and each fiduciary thereof who has caused the a Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, that the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to Trading Advisor, the PartnershipClearing Broker, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limitedthe F/X Prime Broker, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnershipfinancial advisor, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary Fiduciary: (i) is authorized to make, and is responsible for, the decision for of the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to Trading Advisor, the PartnershipClearing Broker, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the PartnershipF/X Prime Broker, each selling agent financial advisor and each of their respective affiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limitedplc, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will shall serve as a primary basis for investment decisions with respect to the Plan and that such advice will shall be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limitedplc, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates Affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliatesAffiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner Non-Managing Member that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner Non-Managing Member (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership Series for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership Series for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership Series by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership Series has been duly authorized and approved by all necessary parties; (e) none of the General PartnerManaging Member, any affiliates of the Managing Member, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International LimitedSeries, any employee or any affiliate of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who the Managing Member that sells UnitsInterests, any additional placement agent, any person, firm or corporation engaged by the General Partner Managing Member to provide services to the PartnershipCompany or the Series, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase UnitsInterests; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units Interests for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the PartnershipSeries, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA ERISA, including that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General PartnerManaging Member, any affiliates of the Managing Member, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International LimitedSeries, any employee or any affiliate of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who the Managing Member that sells UnitsInterests, any additional placement agent, any person, firm or corporation engaged by the General Partner Managing Member to provide services to the PartnershipCompany and the Series, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision; and (g) the Plan’s investment in the Series does not constitute a prohibited transaction or fiduciary breach under ERISA or the Code.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner Unitholder or assignee that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner Unitholder or assignee (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for Trust by such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Trust by the Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership Trust by the Plan does not violate violate, and is not otherwise inconsistent with with, the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership Trust has been duly authorized and approved by all necessary parties; (e) none of the General PartnerManaging Owner, any commodity trading advisor to the PartnershipTrustee, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the PartnershipEscrow Agent, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary Fiduciary: (i) is authorized to make, and is responsible for, the decision for of the Plan to invest in the PartnershipTrust, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General PartnerManaging Owner, each commodity trading advisor to the PartnershipTrustee, Xxxxxx Xxxxxxx Xxxxx Xxxxxxthe Escrow Agent, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, and any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will shall serve as a primary basis for investment decisions with respect to the Plan and that such advice will shall be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates Affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS & Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliatesAffiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner Unitholder or assignee that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner Unitholder or assignee (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for Trust by such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Trust by the Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership Trust by the Plan does not violate violate, and is not otherwise inconsistent with with, the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership Trust has been duly authorized and approved by all necessary parties; (e) none of the General PartnerManaging Owner, any commodity trading advisor to the PartnershipTrustee, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the PartnershipEscrow Agent, any of their respective affiliates Affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary Fiduciary: (i) is authorized to make, and is responsible for, the decision for of the Plan to invest in the PartnershipTrust, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General PartnerManaging Owner, each commodity trading advisor to the PartnershipTrustee, Xxxxxx Xxxxxxx Xxxxx Xxxxxxthe Escrow Agent, MS & Co., Xxxxxx Xxxxxxx & Co. International Limited, and any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliatesAffiliates; and (iii) is qualified to make such investment decision.

Benefit Plan Investors. (a) Investment in Accordance with Law. Each Limited Partner that is, or is investing assets on behalf of, an “employee benefit plan,” as defined in and subject to ERISA, or a “plan,” as defined in and subject to Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that: (a) the Plan Fiduciary has considered an investment in the Partnership for such Plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in the Partnership for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the investment in the Partnership by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in the Partnership has been duly authorized and approved by all necessary parties; (e) none of the General Partner, any commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co.MS&Co., Xxxxxx Xxxxxxx & Co. International Limitedplc, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS&Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will shall serve as a primary basis for investment decisions with respect to the Plan and that such advice will shall be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision for the Plan to invest in the Partnership, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses; (ii) is independent of the General Partner, each commodity trading advisor to the Partnership, Xxxxxx Xxxxxxx Xxxxx Xxxxxx, MS & Co.MS&Co., Xxxxxx Xxxxxxx & Co. International Limitedplc, any employee of Xxxxxx Xxxxxxx Xxxxx Xxxxxx MS&Co. who sells Units, any additional placement agent, any person, firm or corporation engaged by the General Partner to provide services to the Partnership, each selling agent and each of their respective affiliates; and (iii) is qualified to make such investment decision.